Item 1.01 Entry into a Material Definitive Agreement
On December 21, 2022, Rave Restaurant Group, Inc. (the "Company") entered into a
Stock Purchase Agreement with Hallmark Financial Services, Inc. ("Hallmark")
pursuant to which the Company purchased from certain direct or indirect
subsidiaries of Hallmark an aggregate of 2,246,086 shares of the Company's
common stock at a price of $1.60 per share, resulting in an aggregate purchase
price of $3,593,738. The price per share represented the average closing price
of the Company's common stock on the Nasdaq Capital Market for the preceding 15
trading days. The transaction was approved by the Audit Committee of the
Company, which consists of all of the independent directors of the Company. The
Chairman of the Company, Mark E. Schwarz, who is also the Executive Chairman and
Chief Executive Officer of Hallmark, recused himself from all deliberations with
respect to the Stock Purchase Agreement with Hallmark.
The foregoing description of the Stock Purchase Agreement is qualified in its
entirety by reference to the definitive agreement filed as an exhibit to this
Current Report on Form 8-K and incorporated herein by this reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
10.1 Stock Purchase Agreement dated December 21, 2022, between Rave
Restaurant Group, Inc. and Hallmark Financial Services, Inc.
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RAVE RESTAURANT GROUP, INC. 
